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Kedia Construction Company Ltd.

BSE: 508993 Sector: Others
NSE: N.A. ISIN Code: INE511J01019
BSE LIVE 10:59 | 12 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.66
PREVIOUS CLOSE 4.44
VOLUME 5
52-Week high 4.66
52-Week low 0.00
P/E 33.29
Mkt Cap.(Rs cr) 1
Buy Price 4.66
Buy Qty 25020.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.66
CLOSE 4.44
VOLUME 5
52-Week high 4.66
52-Week low 0.00
P/E 33.29
Mkt Cap.(Rs cr) 1
Buy Price 4.66
Buy Qty 25020.00
Sell Price 0.00
Sell Qty 0.00

Kedia Construction Company Ltd. (KEDIACONSTRUCT) - Director Report

Company director report

To

The Members

KEDIA CONSTRUCTION CO. LIMITED

Your Directors have the pleasure in submitting the Thirty-Sixth Annual Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report for thefinancial year ended 31st March 2017.

FINANCIAL RESULT

The performance of the Company for the financial year ended 31st March 2017is summarized below:

Particulars Current Year Previous Year
(Rs.) (Rs.)
a. Total Income 1236868 985087
b. Expenditure Before Depreciation 1167782 975921
c. Profit before depreciation & amortization 69086 9166
d. Depreciation & Amortization Nil Nil
e. Profit before Taxes 69086 9166
f. Tax Expenses including Deferred Tax 20636 2159
g. Profit after Taxes 48450 7007
h. Add : Balance brought forward from previous year 504769 497762
i. Amount available for appropriation 553219 504769
j. Proposed Dividend (Including tax) on Equity Shares Nil Nil
k. Net Balance carried to Profit & Loss Account 553219 504769

BUSINESS RESULT

During the year under review your Company has registered a turnover of '1236868/- asagainst '985087/- in the previous year. The Profit before taxes in the current year is'69086 /- as against '9166/- in the previous year and profit after taxes is '48450/- asagainst '7007 /- in the previous year.

FINANCE

Cash and cash equivalents as at 31st March 2017 was '287273/-. Thecompany continues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's discussion and analysis is setout in this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from M/s. Sandeep Rathi &Associates Chartered Accountants in practice regarding compliance of the requirements ofCorporate Governance under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a

separate section forming part of the Annual Report. The auditors' certificate forfiscal 2016-2017 does not contain any qualification reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 149 of the Act Mr. Ravi Nevatia (DIN -07200190)was appointed as the Additional Independent Director w.e.f. 1st November 2016for a term of five years. He had submitted a declaration stating that he meets thecriteria of independence as provided in section 149(6) of the Act and there has been nochange in the circumstances which may affect his status as independent director during theyear.

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Vijay Kumar Khowala (DIN :00377686) retires by rotation and being eligible has offered himself for re-appointment.Also Mr. Vijay Kumar Khowala was appointed as the Chief Financial Officer of the Companyw.e.f. 31st January 2017.

Pursuant to the provisions of Section 203 of the Act the key managerial personnel ofthe Company are Mr. Vijay Kumar Khowala Whole- Time Director & Chief FinancialOfficer of the Company.

DIVIDEND

In order to conserve the resources for future your Directors do not recommend anydividend for the financial Year 2016-17.

LISTING OF SHARES AND DEMATERIALIZATION

The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scripcode is 508993 and ISIN No. INE511J01019

RISK MANAGEMENT

During the year the company has developed and implemented Risk Management Policyconsistent with the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved.

AMOUNT PROPOSED TO CARRY TO ANY RESERVES

No amount has been carried to any reserves as on 31st March 2017.

FUTURE OUTLOOK

The Company's plans for securing the growth is under way and appropriate action will betaken in future at appropriate time for future development.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT

There are no material changes affecting the financial position from the end ofFinancial Year i.e. 31st March 2017 till date.

FIXED DEPOSIT

During the year under review the Company has not raised any funds by way of fixeddeposits and as such no amount of principal or interest was outstanding as of the balancesheet date.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

BOARD MEETINGS

The Board of Directors met Six times during this financial year 2016-17. The details ofthe meetings are elaborated in the Corporate Governance Section of this Report.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(7) of theCompanies Act 2013 read with Schedules and Rules issued thereunder and under Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD AND COMMITTEE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and under Regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

SEPARATE INDEPENDENT DIRECTORS' MEETINGS

The Independent Directors meet at least once in a year without the presence ofExecutive Directors or Management representatives. They also have a separate meeting withthe Non-Executive Chairman to discuss issues and concerns if any.

The Independent Directors met once on 28th February 2017 during theFinancial Year ended 31st March 2017.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. In staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern. A high level Committee has been constituted whichlooks into the complaints raised. The Committee reports to the Audit Committee and theBoard.

POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee is included in the CorporateGovernance Report which forms part of Annual Report.

STATUTORY AUDITORS

The Board had appointed M/s. Sandeep Rathi & Associates Chartered Accountants(FRN # 113728W) to hold the office of the statutory auditor of the Company from theconclusion of the 35th Annual General Meeting till the Annual General Meeting to be heldin the year 2020 subject to ratification by the shareholder annually and at a remunerationto be fixed by the Board of Directors in consultation with the auditors plus applicableservice tax and reimbursement of out of pocket expenses incurred by them for the purposeof audit.

Further Certificate from the Auditors has been received to the effect that theirre-appointment if made would be within the limits prescribed under section 139 of theCompanies Act 2013.

STATUTORY AUDITORS' REPORT

The statutory auditors' report is self explanatory. It does not require any comment asthere is no qualification in reports.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Kala Agarwal a firm of Company Secretaries in Practice (C.O.P. No. 5356) toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report contains qualifications reservations & explanationsas following. The same is annexed with this report.

Explanation by the Company:

The Company has made efforts in appointing a suitable candidate for the post of wholetime Company Secretary in employment who shall also act as the compliance officer of theCompany but aforesaid appointment is under process.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in the prescribed format is appended as annexure to the Board's report asAnnexure - I.

DISCLOSURE RELATING TO SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ JOINT VENTURES

The Company does not have any Subsidiary Company/Associate Company/Joint Ventures.

However Pursuant to first proviso to sub-section (3) of section 129 read with rule 5of Companies (Accounts) Rules 2014 Form AOC-1 is annexed to this report as Annexure -II.

PARTICULARS OF CONTRACTS & ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

Pursuant to the provisions of section 134 (3) (h) of the Companies Act 2013 read withRule 8 (2) of the Companies (Accounts) Rules 2014 Form AOC-2 is annexed to this reportas Annexure - III.

INTERNAL AUDIT SYSTEM

The Company's has in house Internal Audit department commensurate with its nature andsize of the Company.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has a proper and adequate internal control system for all its activitiesincluding safeguarding and protecting its assets against any loss from its unauthorizeduse of disposition. All transaction are properly documented authorized recorded andreported correctly. The Company has well defined Management Reports on key performanceindicators. The systems are reviewed continuously and its improvement and effectiveness isenhanced based on the reports from various fields.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 and theCompanies (Particulars of Employee) Rules 1975 names and other particulars of theemployees required are not given as none of the employee is covered under the saidprovisions of the Act.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carriedforward all its operations and procedures for environment friendly norms with allnecessary clearances.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO

The Company has taken all possible measures for the conservation of energy byundertaking required steps. The information regarding the foreign exchange earnings andoutgo is not applicable hence there is no such transactions.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

There were no cases of sexual harassment hied during the year under review in terms ofthe provision of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

Pursuant to the provisions of section 134 (3) (h) of the Companies Act 2013 read withRule 8 (2) of the Companies (Accounts) Rules 2014 Form AOC-2 is annexed to this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not granted any loan and / or any guarantee during the year.

Further the Company has made investments under Section 186 of the Companies Act 2013in the following viz.:

Name of Party Amount
Investments in MF 11096759
Investment in Partnership Firm 2098708
Investment in Property 2417555
Investment in Associate co. 3788500

CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall in the mandatory bracket for Corporate SocialResponsibility pursuant to Section 135 of the Companies Act 2013 the Company did notadopt any activity pursuant to the same for the financial year 2016-17.

SHARE CAPITAL

a) Issue of Equity Shares with Differential Rights:

The Board of Directors has not made any issue of Shares in current financial year.

b) Issue of Sweat Equity Shares:

No Sweat Equity Shares were issued in current financial year.

c) Issue of Employee Stock Options:

No Employee Stock Options were issued in current financial year.

d) Provision of Money by Company for Purchase of Its Own Shares by Employees or byTrustees for the benefit of employees:

No provision is made by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All the Directors and the designated employees have confirmedcompliance with the Code.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all the Company employees for theirenormous personal efforts as well as their collective contribution to Company's recordperformance.

The Directors would also like to thank Shareholders Customers Dealers SuppliersBankers Financial Institutions Government Authorities and all Other Business Associatesfor the continued support given by them to the Company and their confidence in theManagement.

BY ORDER OF THE BOARD OF DIRECTORS BY ORDER OF THE BOARD OF DIRECTORS
FOR KEDIA CONSTRUCTION CO. LTD. FOR KEDIA CONSTRUCTION CO. LTD.
VIJAY KUMAR KHOWALA MURLIDHAR GUPTA
WHOLE TIME DIRECTOR & CFO DIRECTOR
DIN: 00377686 DIN: 01644127
THANE 10th DAY OF JUNE 2017